LOGC 8-K
ContextLogic Holdings Inc. (LOGC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
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Registrant’s Telephone Number, Including Area Code: ( |
N/A |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, $0.0001 par value |
LOGC |
OTCQB |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On August 13, 2026, ContextLogic Holdings Inc. (the “Company”) issued a press release announcing the Company’s financial results for the second quarter ended June 30, 2026. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
Item 7.01. Regulation FD Disclosure.
The information set forth in Item 2.02 above and in Exhibit 99.1 to this Current Report on Form 8-K is incorporated herein by reference. The Company announces material information to the public about the Company and other matters through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, and the investor relations section of its website (ir.contextlogic.com) in order to achieve broad, non-exclusionary distribution of information to the public and for complying with its disclosure obligations under Regulation FD.
The information furnished pursuant to Item 2.02 and Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
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Description |
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Press release issued by ContextLogic Holdings Inc. on August 13, 2026 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ContextLogic Holdings Inc. |
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Date: |
August 13, 2026 |
By: |
/s/ Mark Ward |
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Mark Ward |
EXHIBIT 99.1
ContextLogic Holdings Inc. Reports Second-Quarter 2026 Financial Results
OAKLAND, Calif., August 13, 2026 (GLOBE NEWSWIRE) -- ContextLogic Holdings Inc. (OTCQB: LOGC) ("ContextLogic," the "Company," "we" or "our") today reported its financial results for the quarter and six months ended June 30, 2026.
Basis of Presentation
ContextLogic completed the acquisition of US Salt Parent Holdings, LLC and all its majority or wholly owned subsidiaries ("US Salt") on February 26, 2026 (the "US Salt Acquisition"). As a result of the significance of the relative operations acquired in the US Salt Acquisition, US Salt is reflected as the Predecessor to the combined entity for financial statement purposes. Accordingly, all periods presented through the closing date of the US Salt Acquisition, February 26, 2026, reflect the historical balances and results of US Salt ("Predecessor"). Periods presented after the closing of the US Salt Acquisition reflect the accounts of the Company and its majority and wholly owned subsidiaries, including US Salt ("Successor"). To provide comparable period-over-period information, the Company also presents "Combined" results, a non-GAAP measure that aggregates the Predecessor and Successor periods.
Note that "CLHI Corporate" refers to public company and parent-level items of ContextLogic Holdings Inc., distinct and separate from the operating results of US Salt.
Second Quarter 2026 Results
Revenue: Revenue for the second quarter of 2026 was $33.6 million, essentially flat compared to $33.8 million in the second quarter of 2025. We experienced lower sales volume in the quarter, partially offset by higher average sales prices driven by price increases and a favorable shift in product mix. The average sales price in the second quarter of 2026 was 7.7% higher than that of the prior-year quarter, which generated approximately $2.4 million of additional revenue. Overall volume during the second quarter of 2026 decreased 8.0%, compared with the second quarter of 2025, resulting in an approximately $2.6 million reduction in revenue. The decrease in volume was primarily attributable to a planned maintenance shutdown in the quarter that was not performed in the prior-year and transportation constraints related to limited trucking availability that limited shipments during the quarter.
Net Income: Net loss for the second quarter of 2026 was $6.3 million, a decrease of $11.0 million compared to net income of $4.7 million in the second quarter of 2025. The quarterly net loss was driven by CLHI Corporate costs, including transaction and general and administrative expenses incurred at the parent level, and increased intangible asset amortization expenses related to acquisition accounting.
Adjusted EBITDA: Non-GAAP Adjusted EBITDA for the second quarter ended June 30, 2026 was $10.8 million, a decrease of $3.2 million compared to $14.0 million in the prior year's second quarter. The decline reflects approximately $2.5 million of CLHI Corporate costs that were not present in the comparable period.
Free Cash Flow: Cash flow from operations, net of capital expenditures, was ($21.6) million for the Combined first six months of 2026 as compared to $7.9 million in the prior year's first six months. The decline reflects $22.6 million of transaction expenses related to the US Salt Acquisition and searching for other potential acquisitions.
Outstanding Equity: For the three-month period ended June 30, 2026 (Successor), there were 101.6 million weighted average units outstanding at ContextLogic Holdings, LLC, the Company's consolidated subsidiary that holds the operating businesses. Of these, 45.7 million units were held by ContextLogic Holdings Inc. (equivalent to the weighted average common shares outstanding of the public company), and the remaining 55.9 million units were held by other holders of LLC units.
Key Financial Data:
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Successor |
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Predecessor |
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Three Months Ended June 30, 2026 |
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Three Months Ended June 30, 2025 |
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$ Change |
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(in millions) |
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(in millions) |
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Net Sales |
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$ |
33.6 |
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$ |
33.8 |
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$ |
(0.2 |
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Gross Profit |
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12.5 |
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13.7 |
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(1.2 |
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Selling Expense |
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1.0 |
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1.0 |
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— |
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General and Administrative |
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11.7 |
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2.4 |
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9.3 |
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Transaction Expenses |
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1.8 |
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0.2 |
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1.6 |
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Net (Loss) Income |
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(6.3 |
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4.7 |
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(11.0 |
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EBITDA1 |
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$ |
8.0 |
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$ |
13.7 |
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$ |
(5.7 |
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Adjusted EBITDA1 |
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10.8 |
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14.0 |
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(3.2 |
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Successor |
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Predecessor |
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Three Months Ended June 30, 2026 |
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Three Months Ended June 30, 2025 |
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Supplemental Disclosure Items1: |
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(in millions) |
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(in millions) |
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CLHI Corporate G&A |
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$ |
2.5 |
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$ |
— |
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CLHI Corporate Transaction Expenses |
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1.3 |
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— |
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CLHI Corporate Depreciation & Amortization |
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— |
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— |
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CLHI Corporate Tax Expense |
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— |
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— |
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CLHI Adjusting Expense Items for Adjusted EBITDA2 |
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1.4 |
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— |
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Successor |
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Equity Ownership Information: (shares and units in thousands) |
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Three Months Ended June 30, 2026 |
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ContextLogic Weighted Average Common Shares Outstanding |
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45,737 |
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ContextLogic Holdings, LLC Weighted Average Units Outstanding |
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101,604 |
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Question & Answer
The Company invites stockholders and interested parties to submit questions regarding its second quarter 2026 financial results and operating performance. Questions may be submitted via email to [email protected] by August 17, 2026. The Company plans to prepare and share responses on its website at www.contextlogic.com by August 21, 2026.
About ContextLogic Holdings Inc.
ContextLogic Holdings Inc. is a publicly traded business ownership platform established to own a collection of niche, competitively advantaged, long-duration businesses. Each business operates with meaningful autonomy under world-class management teams whose incentives are tightly aligned with those of their shareholders, supported by a governance structure that creates direct accountability between operators and owners. For more information about ContextLogic, please visit www.contextlogic.com.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, developing our pipeline of potential future acquisitions. In some cases, forward-looking statements can be identified by terms such as "anticipates," "believes," "could," "estimates," "expects," "foresees," "forecasts," "goals," "guidance," "intends," "may," "might," "outlook," "plans," "potential," "predicts," "projects," "seeks," "should," "targets," "will," "would" or similar expressions and the negatives of those terms. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Important factors, risks and uncertainties that could cause actual results to differ materially from those forward-looking statements include but are not limited to: statements regarding the US Salt Acquisition, the strategic alternatives considered by the Company's board of directors, including the decisions taken thereto; future financial performance; future liquidity and operating expenditures; financial condition and results of operations; enforceability of transfer restrictions and occurrence of an ownership change with the result that ContextLogic's ability to use its net operating losses could be severely limited; future legislation resulting in ContextLogic being unable to realize the benefits of the tax attributes; ContextLogic's ability to make use of the existing benefits of the tax attributes because ContextLogic may not generate taxable income; the IRS's possible challenge of the amount of the tax attributes or claim that ContextLogic experienced an ownership change, which could reduce the amount of tax attributes that ContextLogic could use; risks related to any future acquisition of a business or assets; currently pending or future litigation; risks if we are deemed to be an investment company under the Investment Company Act of 1940; the effect of new accounting pronouncements; competitive changes in the marketplace and other characterizations of future events or circumstances; and the other important factors discussed in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Further information on these and additional risks that could affect ContextLogic's results is included in its filings with the Securities and Exchange Commission (the "SEC"), including the Annual Report on Form 10-K for the year ended December 31, 2025, the Quarterly Report on Form 10-Q for the periods ended March 31, 2026 and June 30, 2026 and other reports that ContextLogic files with the SEC from time to time, which could cause actual results to vary from expectations. Any forward-looking statement made by ContextLogic in this news release speaks only as of the day on which ContextLogic makes it. ContextLogic assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release.
ContextLogic Holdings Inc.
Condensed Consolidated Balance Sheet Data
($ in millions)
(unaudited)
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Successor |
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Predecessor |
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As of June 30, |
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As of December 31, |
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2026 |
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2025 |
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(in millions) |
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(in millions) |
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Assets |
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Current assets |
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39.7 |
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34.8 |
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Property, plant and equipment, net |
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395.6 |
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321.4 |
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Goodwill |
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148.0 |
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28.1 |
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Intangibles, net |
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378.3 |
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16.8 |
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Other |
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6.6 |
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6.7 |
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Total assets |
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$ |
968.2 |
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$ |
407.8 |
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Liabilities, Members' Equity, and Stockholders' Equity |
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Current liabilities |
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21.2 |
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17.9 |
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Long-term debt, net of current maturities |
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209.4 |
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203.1 |
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Other |
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2.1 |
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1.6 |
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Total liabilities |
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232.7 |
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222.6 |
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Total members' equity and stockholders' equity |
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735.5 |
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185.2 |
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Total liabilities, members' equity, and stockholders' equity |
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$ |
968.2 |
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$ |
407.8 |
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ContextLogic Holdings Inc.
Condensed Consolidated Statements of Operations
($ in millions, units and shares in thousands, except per unit and share data)
(unaudited)
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Successor |
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Predecessor |
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Three Months Ended June 30, 2026 |
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Period from February 27, 2026 to June 30, 2026 |
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Period from January 1, 2026 to February 26, 2026 |
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Three Months Ended June 30, 2025 |
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Six Months Ended June 30, 2025 |
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(in millions) |
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(in millions) |
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(in millions) |
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(in millions) |
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(in millions) |
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Net sales |
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$ |
33.6 |
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$ |
45.7 |
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$ |
20.3 |
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$ |
33.8 |
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$ |
66.1 |
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Cost of sales |
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21.1 |
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29.4 |
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13.2 |
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20.1 |
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40.5 |
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Gross profit |
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12.5 |
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16.3 |
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7.1 |
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13.7 |
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25.6 |
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Operating expenses: |
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Selling expense |
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1.0 |
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1.4 |
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0.7 |
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1.0 |
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2.0 |
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General and administrative |
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11.7 |
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19.2 |
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1.6 |
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2.4 |
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5.0 |
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Transaction expenses |
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1.8 |
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22.5 |
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0.1 |
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0.2 |
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0.2 |
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Total operating expenses |
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14.5 |
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43.1 |
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2.4 |
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3.6 |
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7.2 |
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(Loss) income from operations |
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(2.0 |
) |
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(26.8 |
) |
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4.7 |
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10.1 |
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18.4 |
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Other income (expenses) |
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Interest and other income |
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0.1 |
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0.1 |
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— |
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— |
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— |
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Interest and other expense, net |
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(4.4 |
) |
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(6.2 |
) |
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(3.0 |
) |
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(5.4 |
) |
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(10.8 |
) |
(Loss) income before benefit from income taxes |
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(6.3 |
) |
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(32.9 |
) |
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1.7 |
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4.7 |
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7.6 |
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Benefit from income taxes |
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— |
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(41.9 |
) |
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— |
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— |
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— |
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Net (loss) income |
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(6.3 |
) |
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9.0 |
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1.7 |
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4.7 |
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7.6 |
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Net (loss) income attributable to common stockholders (Successor) |
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$ |
(6.3 |
) |
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$ |
9.0 |
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Net (loss) income per share attributable to common stockholders, basic |
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$ |
(0.14 |
) |
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$ |
0.20 |
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Net (loss) income per share attributable to common stockholders, diluted |
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$ |
(0.14 |
) |
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$ |
0.20 |
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Weighted-average shares used in computing net (loss) income per share attributable to common stockholders, basic |
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45,737 |
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45,682 |
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Weighted-average shares used in computing net (loss) income per share attributable to common stockholders, diluted |
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45,737 |
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45,690 |
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ContextLogic Holdings Inc.
Condensed Consolidated Statements of Cash Flows Data
(in millions)
(unaudited)
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Successor |
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Predecessor |
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Period from February 27, 2026 to June 30, 2026 |
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Period from January 1, 2026 to February 26, 2026 |
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Six Months Ended June 30, 2025 |
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(in millions) |
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(in millions) |
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(in millions) |
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Cash flows from operating activities: |
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Net income |
$ |
9.0 |
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$ |
1.7 |
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$ |
7.6 |
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Adjustments to reconcile net income to net cash from operating activities: |
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Depreciation, depletion, and amortization |
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13.3 |
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2.7 |
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7.3 |
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Deferred income tax |
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(41.9 |
) |
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— |
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— |
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Unit/Stock-based compensation |
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0.6 |
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0.1 |
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0.2 |
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Long-term incentive plan expense |
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0.8 |
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— |
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— |
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Other |
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0.7 |
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0.2 |
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0.9 |
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Changes in operating assets and liabilities: |
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(2.3 |
) |
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(2.9 |
) |
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(3.9 |
) |
Net cash (used in) provided by operating activities |
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(19.8 |
) |
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1.8 |
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12.1 |
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Cash flows from investing activities: |
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Purchases of property, plant and equipment |
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(2.3 |
) |
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(1.3 |
) |
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(4.2 |
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Acquisition of US Salt, net of cash acquired |
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(585.2 |
) |
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— |
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— |
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Net cash (used in) investing activities |
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(587.5 |
) |
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(1.3 |
) |
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(4.2 |
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Cash flows from financing activities: |
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Proceeds from issuance of common stock from the backstopped rights offering |
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25.5 |
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— |
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— |
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Proceeds from issuance of subsidiary membership units from the backstopped rights offering |
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89.3 |
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— |
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— |
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Proceeds from issuance of subsidiary membership units, prior to conversion |
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75.0 |
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— |
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— |
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Proceeds from issuance of long-term debt |
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215.0 |
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— |
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— |
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Payment of debt issuance costs |
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(3.6 |
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— |
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— |
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Other |
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(0.2 |
) |
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— |
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(7.9 |
) |
Net cash provided by (used in) financing activities |
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401.0 |
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— |
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(7.9 |
) |
Net (decrease) increase in cash and cash equivalents |
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(206.3 |
) |
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0.5 |
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— |
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Cash and cash equivalents at beginning of period |
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217.3 |
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10.8 |
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7.4 |
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Cash and cash equivalents at end of period |
$ |
11.0 |
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$ |
11.3 |
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$ |
7.4 |
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Non-GAAP Supplemental Information
We present in this press release certain financial information based on our EBITDA, Adjusted EBITDA and Free Cash Flow. References to "EBITDA" mean earnings before interest, taxes, depreciation and amortization, references to "Adjusted EBITDA" mean EBITDA plus, as applicable for each relevant period, certain adjustments as set forth in the reconciliations of net income to EBITDA and Adjusted EBITDA, and references to "Free Cash Flow" refer to net cash used in or provided by operating activities, net of purchases of property, plant and equipment. EBITDA, Adjusted EBITDA and Free Cash Flow are not measurements of financial performance under U.S. GAAP. We present EBITDA, Adjusted EBITDA and Free Cash Flow because we believe they are useful indicators for evaluating operating performance. In addition, our management uses Adjusted EBITDA to review and assess the performance of the management team in connection with employee incentive programs and to prepare its annual budget and financial projections. Moreover, our management uses Adjusted EBITDA of target companies to evaluate acquisitions.
Although we use EBITDA, Adjusted EBITDA, and Free Cash Flow as measures to assess the performance of our business and for the other purposes set forth above, the use of non-GAAP financial measures as analytical tools has limitations, and you should not consider any of them in isolation, or as a substitute for analysis of our results of operations as reported in accordance with U.S. GAAP. Some of these limitations are:
Because of these limitations, EBITDA, Adjusted EBITDA and Free Cash Flow should not be considered as measures of cash available to us to invest in the growth of our business. Management compensates for these limitations by not viewing EBITDA, Adjusted EBITDA and Free Cash Flow in isolation and specifically by using other U.S. GAAP measures, such as net sales and operating profit, to measure our operating performance. EBITDA, Adjusted EBITDA and Free Cash Flow are not measurements of financial performance under U.S. GAAP, and they should not be considered as alternatives to net income or cash flow from operations determined in accordance with U.S. GAAP. Our calculations of EBITDA, Adjusted EBITDA and Free Cash Flow may not be comparable to the calculations of similarly titled measures reported by other companies.
ContextLogic Holdings Inc.
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
(in millions)
(unaudited)
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Successor |
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Predecessor |
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Three Months Ended June 30, 2026 |
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Three Months Ended June 30, 2025 |
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$ Change |
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(in millions) |
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(in millions) |
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Net (loss) income |
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$ |
(6.3 |
) |
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$ |
4.7 |
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$ |
(11.0 |
) |
Adjustments |
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Interest expense |
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4.4 |
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5.5 |
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(1.1 |
) |
Interest income |
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(0.1 |
) |
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(0.1 |
) |
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— |
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Depreciation and depletion |
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2.7 |
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3.2 |
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(0.5 |
) |
Amortization |
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7.3 |
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0.4 |
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6.9 |
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EBITDA |
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8.0 |
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13.7 |
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(5.7 |
) |
Adjustments: |
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Transaction and integration costs1 |
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1.8 |
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0.2 |
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1.6 |
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Stock-based and unit-based compensation2 |
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0.9 |
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— |
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0.9 |
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Write off of property, plant, and equipment3 |
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0.1 |
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— |
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0.1 |
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Other4 |
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— |
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0.1 |
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(0.1 |
) |
Adjusted EBITDA |
|
$ |
10.8 |
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$ |
14.0 |
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$ |
(3.2 |
) |
ContextLogic Holdings Inc.
Reconciliation of Net Cash (Used In) Provided by Operating Activities to Free Cash Flow
(in millions)
(unaudited)
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Successor |
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Predecessor |
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Non-GAAP |
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Predecessor |
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Period from February 27, 2026 to June 30, 2026 |
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Period from January 1, 2026 to February 26, 2026 |
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Combined Six Months Ended June 30, 2026 |
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Six Months Ended June 30, 2025 |
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(in millions) |
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(in millions) |
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(in millions) |
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(in millions) |
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Net cash (used in) provided by operating activities |
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$ |
(19.8 |
) |
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$ |
1.8 |
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$ |
(18.0 |
) |
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$ |
12.1 |
|
Purchases of property, plant and equipment |
|
$ |
(2.3 |
) |
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$ |
(1.3 |
) |
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$ |
(3.6 |
) |
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$ |
(4.2 |
) |
Free Cash Flow |
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$ |
(22.1 |
) |
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$ |
0.5 |
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$ |
(21.6 |
) |
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$ |
7.9 |
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